HOUSTON--(BUSINESS WIRE)--
American Midstream Partners, LP (NYSE:AMID) (“Partnership” or “AMID”)
announced it has entered into a definitive agreement for the sale of the
Partnership’s Propane Marketing and Services (“Propane”) business to SHV
Energy N.V. for $170 million in cash, subject to working capital
adjustments. The transaction is expected to close in the third quarter
of 2017.

Through the transaction, the Partnership will divest 100% of Propane,
including Pinnacle Propane’s 40 service locations; Pinnacle Propane
Express’ cylinder exchange business and related logistic assets; and the
Alliant Gas utility system.

For the past several quarters, the Partnership’s management has
reiterated its intention of growing distributable cash flow and creating
balance sheet flexibility to pursue its growth objectives. In the second
quarter of 2017, AMID began executing on a capital optimization strategy
to simplify its businesses and redeploy capital from non-core assets
toward complementary opportunities in the Partnership’s Gulf of Mexico,
Permian Basin and East Texas assets.

Core Area Capital Redeployment

Through a series of executed and anticipated transactions, the
Partnership expects that substantially all proceeds from the Propane
sale will be reallocated within the third quarter of 2017, further
enhancing AMID’s cash flow profile.

This includes the Partnership’s June 2, 2017 acquisition of the Viosca
Knoll system (“Viosca Knoll”) from Genesis Energy, L.P. for total
consideration of approximately $32 million. Viosca Knoll serves
producing fields located in Main Pass, Mississippi Canyon and Viosca
Knoll areas in deep-water Gulf of Mexico that connect to several major
delivery pipelines, including AMID’s High Point and Destin pipelines.
The acquisition of Viosca Knoll continues the Partnership’s development
of a premier Gulf of Mexico system offering strong interconnectivity
across the Gulf Coast and providing customers with more efficient
delivery options. The acquisition was initially funded with borrowings
from the Partnership’s senior secured credit facility and will be repaid
commensurate with closing of the Propane transaction.

“Over the past few months, AMID’s management team has communicated its
strategy to strengthen the Partnership’s competitive position in our
core areas, evaluate non-core asset sales and reallocate capital to
areas with the greatest long-term value. The sale of the Propane
business and acquisition of Viosca Knoll are the first steps in
implementing a strategy that achieves these goals,” stated Lynn Bourdon,
the Partnership’s Chief Executive Officer. “Reallocating capital from
non-core assets into more strategic investments significantly
repositions AMID’s ability to compete and to generate significant
unitholder value.”

The Partnership expects to announce further beneficial outcomes of its
capital optimization strategy over the coming months and is maintaining
its previously announced 2017 Adjusted EBITDA guidance of $190 to 205
million. Based on anticipated outcomes of its growth strategy and other
opportunities the Partnership is pursuing, American Midstream expects a
material increase in 2018 Adjusted EBITDA.

Closing of the sale of the Propane business is subject to customary
closing conditions, including clearance under the Hart-Scott-Rodino Act.

Wells Fargo Securities, LLC acted as exclusive financial advisor and
Gibson, Dunn & Crutcher LLP served as legal counsel to American
Midstream for the Propane transaction.

About American Midstream Partners, LP

American Midstream Partners, LP is a growth-oriented limited partnership
formed to provide critical midstream infrastructure that links producers
of natural gas, crude oil, NGLs, condensate and specialty chemicals to
end-use markets. American Midstream’s assets are strategically located
in some of the most prolific onshore and offshore basins in the Permian,
Eagle Ford, East Texas, Bakken and Gulf Coast. American Midstream owns
or has an ownership interest in approximately 4,000 miles of interstate
and intrastate pipelines, as well as ownership in gas processing plants,
fractionation facilities, an offshore semisubmersible floating
production system with nameplate processing capacity of 100 MBbl/d of
crude oil and 240 MMcf/d of natural gas; and terminal sites with
approximately 6.7 MMBbls of storage capacity.

SHV Energy is one of the world’s leading LPG distributors. In addition,
SHV Energy also provides small-scale LNG, biomass and soon also bio-LPG
to customers that do not have access to the natural gas grid. SHV Energy
enables its customers to switch from heating oil and solid fuels to
cleaner fuels such as LPG, LNG and renewables, resulting in a lower
carbon impact and improved air quality. SHV Energy has 16,000 employees
and operates in more than 20 countries under brands such as Primagaz,
Calor Gas, Liquigas and Ipragaz. Revenues in 2016 were USD 6.6 billion.
As part of the 121 years old Dutch privately owned SHV Holdings, SHV
Energy is committed to working sustainably with communities,
stakeholders and policymakers.

This press release may contain forward-looking statements. All
statements that are not statements of historical facts, including
statements regarding our future financial position, business strategy,
budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. We have used the
words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “predict,” “project,” “should,” “will,” “potential,”
“guidance,” and similar terms and phrases to identify forward-looking
statements in this press release. Although we believe that the
assumptions underlying our forward-looking statements are reasonable,
any of these assumptions could be inaccurate, and, therefore, we cannot
assure you that the forward-looking statements included herein will
prove to be accurate. These forward-looking statements reflect our
intentions, plans, expectations, assumptions and beliefs about future
events and are subject to risks, uncertainties and other factors, many
of which are outside our control. Actual results and trends in the
future may differ materially from those suggested or implied by the
forward-looking statements depending on a variety of factors which are
described in greater detail in our filings with the Securities and
Exchange Commission (“SEC”). Please see our “Risk Factors” and other
disclosures included in our Annual Report on Form 10-K for the year
ended December 31, 2016, filed with the SEC on March 28, 2017, Form 10-Q
for the quarter ended March 31, 2017, filed with the SEC on May 15,
2017, and our other filings with the SEC. All future written and oral
forward-looking statements attributable to us or persons acting on our
behalf are expressly qualified in their entirety by the previous
statements. The forward-looking statements herein speak as of the date
of this press release. We undertake no obligation to update any
information contained herein or to publicly release the results of any
revisions to any forward-looking statements that may be made to reflect
events or circumstances that occur, or that we become aware of, after
the date of this press release.

Non-GAAP Financial Measures

This press release includes supplemental non-GAAP financial measure
“Adjusted EBITDA.” You should not consider Adjusted EBITDA in isolation
or as a substitute for, or more meaningful than analysis of, our results
as reported under GAAP. Adjusted EBITDA may be defined differently by
other companies in our industry. Our definitions of this non-GAAP
financial measures may not be comparable to similarly titled measures of
other companies, thereby diminishing its utility.

Adjusted EBITDA is a supplemental non-GAAP financial measure used by our
management and external users of our financial statements, such as
investors, commercial banks, research analysts and others, to assess:
the financial performance of our assets without regard to financing
methods, capital structure or historical cost basis; the ability of our
assets to generate cash flow to make cash distributions to our
unitholders and our General Partner; our operating performance and
return on capital as compared to those of other companies in the
midstream energy sector, without regard to financing or capital
structure; and the attractiveness of capital projects and acquisitions
and the overall rates of return on alternative investment opportunities.

We define Adjusted EBITDA as net income (loss) attributable to the
Partnership, plus interest expense, income tax expense, depreciation,
amortization and accretion expense attributable to the Partnership, debt
issuance costs paid during the period, distributions from investments in
unconsolidated affiliates, transaction expenses primarily associated
with our JPE Merger, Delta House acquisition, certain non-cash charges
such as non-cash equity compensation expense, unrealized (gains) losses
on derivatives and selected charges that are unusual, less construction
and operating management agreement income, other post-employment
benefits plan net periodic benefit, earnings in unconsolidated
affiliates, gains (losses) on the sale of assets, net, and selected
gains that are unusual. The GAAP measure most directly comparable to our
performance measure Adjusted EBITDA is net income (loss) attributable to
the Partnership.

In this release, we present projected Adjusted EBITDA guidance for 2017.
We are unable to project net income (loss) attributable to the
Partnership to provide the related reconciliations of projected Adjusted
EBITDA to the most comparable financial measure calculated in accordance
with GAAP, because the impact of changes in distributions from
unconsolidated affiliates, operating assets and liabilities, the volume
and timing of payments received and utilized from our customers are out
of our control and cannot be reasonably predicted. We provide a range
for the forecast of Adjusted EBITDA to allow for the variability in gain
(loss) on sale of assets, timing of cash receipts and disbursements,
customer utilization of our assets, interest expense and the impact on
the related reconciling items, many of which interplay with each other.
Therefore, the reconciliation of Adjusted EBITDA to projected net income
(loss) attributable to the Partnership is not available without
unreasonable effort.